CPI International (CPII)

4.2 Administration.

(a) The
Plan shall be administered by the Committee, constituted as follows:

(i) The Committee will
consist of the Board, or a committee designated by the Board, which Committee
will be constituted to satisfy Applicable Laws.
Once appointed, a Committee will serve in its designated capacity until
otherwise directed by the Board. The
Board may increase the size of the Committee and appoint additional members,
remove members (with or without cause) and substitute new members, fill
vacancies (however caused), and remove all members of the Committee and
thereafter directly administer the Plan.

(ii) The Board (or a committee designated
by the Board) may by resolution provide that the Plan may be administered by
different bodies with respect to Directors, officers who are not Directors, and
Employees and Consultants who are neither Directors nor officers, and Covered
Employees. Any reference to a Committee
herein shall, to the extent permitted by Applicable Laws, be a reference to any
body appointed to administer the Plan pursuant to the foregoing sentence.

(b) The
Committee shall have full discretion, power and authority, subject to the
provisions of the Plan and subject to such orders or resolutions not
inconsistent with the provisions of the Plan as may from time to time be
adopted by the Board, to:
(i) select the Employees, Consultants and Directors to whom Awards
may from time to time be granted hereunder; (ii) determine the type or
types of Awards, not inconsistent with the provisions of the Plan, to be
granted to each Participant hereunder; (iii) determine the number of
Shares to be covered by each Award granted hereunder; (iv) determine the
terms and conditions, not inconsistent with the provisions of the Plan, of any
Award granted hereunder and the form and content of any Award Agreement;
(v) determine whether, to what extent and under what circumstances Awards
may be settled in cash, Shares or other property, subject to the provisions of
the Plan; (vi) determine whether, to what extent and under what
circumstances any Award shall be modified, amended, canceled or suspended;
(vii) interpret and administer the Plan and any instrument or agreement

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entered into under or in connection with the Plan, including any Award
Agreement; (viii) correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent that the
Committee shall deem desirable to carry it into effect; (ix) establish
such rules and regulations and appoint such agents as it shall deem appropriate
for the proper administration of the Plan; (x) determine whether any Award
will have Dividend Equivalents; (xi) determine whether, to what extent, and
under what circumstances cash, Shares, or other property payable with respect
to an Award shall be deferred either automatically or at the election of the
Participant; provided that the Committee shall take no action that would
subject the Participant to a penalty tax under Section 409A of the Code; and (xii) make
any other determination and take any other action that the Committee deems
necessary or desirable for administration of the Plan.

(c) Decisions
of the Committee shall be final, conclusive and binding on all persons or
entities, including the Company, any Participant, any stockholder and any
Employee or any Affiliate. A majority of
the members of the Committee may determine its actions and fix the time and
place of its meetings.

(d) The
Committee may delegate to a committee of one or more Directors of the Company
or, to the extent permitted by Applicable Law, to one or more officers or a
committee of officers, the authority to grant Awards to Employees and officers
of the Company who are not Directors, Covered Employees, or officers, as such
term is defined by Rule 16a-1(f) of the Exchange Act, and to cancel or suspend
Awards to Employees and officers of the Company who are not Directors, Covered
Employees, or officers, as such term is defined by Rule 16a-1(f) of the
Exchange Act.

13. Administration.

(a) In
General. The Plan shall be
administered by the Administrator which shall have full and exclusive
discretionary authority to construe, interpret and apply the terms of the Plan,
to determine eligibility and to adjudicate all disputed claims filed under the
Plan. Every finding, decision and
determination made by the Administrator shall, to the full extent permitted by
Applicable Law, be final and binding upon all persons. Except as set forth in Section 13(b), the
Administrator may delegate its duties to one or more officers of the Company or
other persons.

(b) Rule
16b-3 Limitations. Notwithstanding
the provisions of Section 13(a), in the event that the Company shall at any
time be subject to Section 16 promulgated under the Securities Exchange Act of
1934, as amended (the Exchange Act), and Rule 16b-3 promulgated there under
or any successor provision (Rule 16b-3) provides specific requirements for
the administrators of plans of this type, then at such time the Plan shall be administered
with respect to Participants who are officers within the meaning of Rule
16a-1(f) only by such a body and in such a manner as shall comply with the
applicable requirements of Rule 16b-3; provided, however, that no failure of
the Administrator to meet such applicable requirements of Rule 16b-3 shall
render ineffective or void any option granted under this Plan.